<PAGE>1
                                                                        



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) April 23, 2003




                              ALBEMARLE CORPORATION
                          -----------------------------
               (Exact Name of Registrant as Specified in Charter)



                                    Virginia           
                          -----------------------------
                          (State or Other Jurisdiction)

                                    1-12658
                          -----------------------------
                            (Commission File Number)

                                   54-1692118
                          -----------------------------
                       (IRS Employer Identification No.)



                330 South Fourth Street, Richmond, Virginia 23219
              (Address of Principal Executive Offices) (Zip Code)


      Registrant's telephone number, including area code - (804) 788-6000
                Registrant's website address: www.albemarle.com


       Former name or former address, if changed since last report - N/A


                                                                
<PAGE>2



Item 9.  Regulation FD Disclosure

This Current Report on Form 8-K and the earnings press release  attached  hereto
are being furnished by Albemarle  Corporation (the "Company") pursuant to Item 9
of Form 8-K in satisfaction of the public disclosure requirements of Regulation
FD and Item 12 of Form  8-K,  in  accordance  with  SEC  Release  Nos.  33-8216;
34-47583;   insofar  as  they  disclose  historical  information  regarding  the
Company's  results of  operations  or financial  condition for the quarter ended
March 31, 2003.

On April 23, 2003, the Company issued a press release  regarding it earnings for
the  first  quarter  ended  March  31,  2003.  A copy of this  release  is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General  Instruction B.2 and B.6 of Form 8-K, the information
in this Current Report of Form 8-K,  including Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the  Securities  Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section,  nor shall it
be deemed  incorporated  by reference in any filing under the  Securities Act of
1933, as amended,  except as shall be expressly set forth by specific  reference
in such a filing.


           Exhibit
           -------

             99.1     Albemarle Corporation press release dated April 23, 2003.




                                                                
<PAGE>3



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.


Date: April 23, 2003                                  ALBEMARLE CORPORATION


                                                    /s/ ROBERT G. KIRCHHOEFER
                                                    -------------------------
                                                       Robert G. Kirchhoefer
                                                          Treasurer and 
                                                       Chief Accounting Officer


                                                                
<PAGE>4



                                  EXHIBIT INDEX
    Exhibit No.
    -----------

       99.1          Albemarle Corporation press release dated April 23, 2003.






<PAGE>1

                                                              Immediate Release
                                                              Michael Whitlow
                                                              (225) 388-7320
                                                              Sara McCoy
                                                              (804) 788-6091

                  Albemarle Reports First-Quarter 2003 Results

     Richmond,  Virginia,  April 23, 2003 --  Albemarle  Corporation  (NYSE:ALB)
reported  first-quarter 2003 net income of $21.0 million,  or 50 cents per share
on a diluted basis.  The earnings  include the positive effect of a prior period
income tax settlement from the Internal  Revenue Service of 17 cents per diluted
share and the after-tax cumulative effect of a charge for a change in accounting
principle related to SFAS No. 143 "Accounting for Asset Retirement  Obligations"
of five cents per diluted share.

     After adjusting for these items,  the Company's  diluted earnings per share
for first  quarter  2003 was 38 cents.  First-quarter  2002  earnings per share,
which also amounted to 38 cents,  included a one cent  after-tax  special charge
for workforce reductions. On a period-to-period  comparison,  first-quarter 2003
operating  results  reflect higher sales volumes,  reduced  manufacturing  fixed
costs and the positive effects of foreign exchange,  offset by higher energy and
raw materials costs and lower pricing in certain businesses.

     First-quarter 2003 net sales of $265.6 million were a first-quarter  record

for the  Company  since  the sale of the  olefins  businesses  in 1996,  up 14.6
percent from first-quarter  2002. The increase in net sales was primarily due to
higher  shipments of flame  retardants,  the effects of foreign exchange and the
sales associated with the addition of the fuel and lube additives  products that
were acquired in mid- January from Ethyl Corporation,  offset, in part, by lower
pricing in certain businesses.

     Average  common shares used to compute first quarter 2003 diluted  earnings
per share were 42,286,000,  down from 44,190,000 for the corresponding period in
2002, primarily reflecting the effects of the Company's repurchase of its common
shares in both February 2003 and 2002.

     Mark C. Rohr, president and chief executive officer,  said, "We are pleased
with the  continued  progress in our polymer  additives  business  and  positive
impact of our acquisitions and joint ventures.  I believe our 2003 first quarter
is a  solid  performance  against  some  strong  headwinds  in  energy  and  raw
materials.  While underlying volumes remain stable, we continue to observe mixed
signals  regarding  improvement in consumer  electronics,  capital  spending and
other aspects of the general  economy that would  indicate that a recovery is in
progress."

     Rohr added, "The Company generated almost $50 million in net cash flow from
operating  activities  during the first quarter despite the slow growth economic
environment  in which we  operate,  continuing  to  provide a clear  view of our
strategic position and financial strength of the business."

     On January 1, 2003,  the Company  adopted the  provisions  of the  Emerging
Issues Task Force Issue No.  00-10,  "Accounting  for Shipping and Handling Fees
and  Costs."  The Company  reclassified  all costs  incurred  for  shipping  and
handling  from a  reduction  of net  sales  to cost  of  sales  for the  periods
reflected  herein.  The  presentation  of  prior  period  information  has  been
reclassified to conform to the current year  presentation.  The Company plans to
file an amendment to its Form 10-K for the year 2002.  This change does not have
an effect on gross profit, operating profit or net income. Shipping and handling
costs  reclassified  totaled  $8,352 and $7,194 for the three months ended March
31, 2003 and 2002, respectively.

     Some  of the  information  presented  in the  following  communication  may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
based on the  Company's  current  expectations,  which are in turn  based on the
Company's  reasonable  assumptions  within  the bounds of its  knowledge  of its
business and operations. There can be no assurance,  however, that the Company's
actual results will not differ  materially from the results and  expectations in
the  forward-looking  statements.  Factors  that could cause  actual  results to
differ materially  include,  without  limitation,  the timing of orders received
from  customers,  the gain or loss of significant  customers,  competition  from
other manufacturers, changes in the demand for the Company's products, increases
in the cost of  products,  increases  in the cost of  energy  and raw  materials
(notably,  ethylene, chlorine and natural gas), changes in the Company's markets
in  general,  fluctuations  in  foreign  currencies,   changes  in  new  product
introductions  resulting in increases in capital project  requests and approvals
leading  to  additional  capital  spending,  changes  in laws  and  regulations,
unanticipated  claims or  litigation,  the inability to obtain current levels of
product  or  premises  liability  insurance  or the  denial  of  such  coverage,
political  unrest  affecting  the  global  economy  and  changes  in  accounting
standards.  The  Company  assumes  no  obligation  to provide  revisions  to any
forward-looking  statements  should  circumstances  change,  except as otherwise
required by securities and other applicable laws.

     A more  comprehensive  discussion  of the  Company's  performance  will  be
available on Albemarle's Web Page at  www.albemarle.com on April 23, following a
conference call at 3 PM Eastern daylight time.

     Albemarle  Corporation,  headquartered in Richmond,  Virginia, is a leading
producer of  specialty  chemicals  for  consumer  electronics;  pharmaceuticals;
agricultural, automotive and industrial products; and construction and packaging
materials.  The  company's  two business  segments,  Polymer  Chemicals and Fine
Chemicals - which includes custom  manufacturing  services for the life sciences
market - serve customers in more than 40 countries, generating annual revenue of
approximately $1 billion. Learn more about Albemarle at www.albemarle.com.



<PAGE>2


Albemarle Corporation and Subsidiaries
Condensed Consolidated Statement of Income
(In thousands except per-share amounts) (Unaudited)

<TABLE>

                                                         First Quarters Ended
                                                               March 31
                                            -------------------------------------------
<S>                                                   <C>                      <C>    
                                                   2003                     2002(a)
                                            ----------------           ----------------
Net sales                                          $265,570                   $231,822
Cost of goods sold (b)                              207,928                    176,062
                                           ----------------           ----------------
       Gross profit                                  57,642                     55,760

Selling, general and administrative expenses         27,626                     25,704
Research and development expenses                     4,942                      4,776
Special item                                              -                        850  (c)
                                           ----------------           ----------------
      Operating profit                               25,074                     24,430
Interest and financing expenses                      (1,337)                    (1,225)
Minority interest                                      (694)                         -
Other income, net                                     4,267  (d)                   792
                                           ----------------           ----------------
Income before income taxes                           27,310                     23,997
Income taxes                                          4,096  (d)                 7,199
                                           ----------------           ----------------
Income before cumulative effect
   of a change in accounting principle               23,214                     16,798
Cumulative effect of a change in
   accounting principle, net                        (2,220) (e)                     -
                                           ----------------           ----------------
Net income                                          $20,994                    $16,798
                                           ================           ================
                                           

Basic earnings per share:
   Income before cumulative effect of a
      change in accounting principle                 $0.56                      $0.39
   Cumulative effect of a change in accounting
      principle, net                                 (0.05)   (e)                  -
                                           ----------------           ----------------
   Net income                                        $0.51                      $0.39
                                           ================           ================
                                           

Shares used to compute basic
   earnings per share                               41,496                     43,438
                                           ================           ================
                                           
Diluted earnings per share:
   Income before cumulative effect of a
      change in accounting principle                 $0.55                      $0.38
   Cumulative effect of a change in accounting
      principle, net                                 (0.05)   (e)                   -
                                            ----------------          ----------------
                                         
   Net income                                        $0.50                      $0.38
                                            ================          ================

Shares used to compute diluted
   earnings per share                               42,286                     44,190
                                            ================          ================


</TABLE>


See accompanying notes to the consolidated financial statements following the
balance sheets.



<PAGE> 3


Albemarle Corporation and Subsidiaries
Consolidated Summary of Segment Results
(In thousands) (Unaudited)

<TABLE>

                                                                 First Quarters Ended March 31
                                         ------------------------------------------------------------------------------
                                                        2003                                      2002(a)
<S>                                              <C>                   <C>                        <C>               <C>        
                                              -----------------------------------         ----------------------------------
                                                Revenues               Income               Revenues              Income
                                              --------------         ------------         -------------        -------------
                                           
 Polymer Chemicals                                 $147,228              $16,349              $122,167              $11,924
 Fine Chemicals                                     118,342               13,387               109,655               16,308  (c)    
                                              --------------         ------------         -------------        -------------
    Segment totals                                 $265,570               29,736  (b)         $231,822               28,232  (b)
                                              ==============                              =============                             
Corporate and other expenses                                              (4,662)                                    (3,802) (c)
                                                                     ------------                              -------------        
  Operating profit                                                        25,074                                     24,430
 
Interest and financing expenses                                           (1,337)                                    (1,225)
Minority interest                                                           (694)                                         -
Other income, net                                                          4,267  (d)                                   792
                                                                     ------------                              -------------
 Income before income taxes                                              $27,310                                    $23,997
                                                                     ============                              =============
                                                                     

</TABLE>



See accompanying notes to the consolidated financial statements following the
balance sheets.




<PAGE> 4



Albemarle Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(In thousands) (Unaudited)

<TABLE>
                                                                                          Three Months Ended March 31
<S>                                                                                          <C>               <C>
                                                                                          ---------------------------
                                                                                            2003             2002 (a)
                                                                                      ----------------    --------------

Cash and cash equivalents at beginning of year                                            $37,636            $30,585
                                                                                                                                    
Cash flows from operating activities:
   Net income                                                                              20,994             16,798
    Cumulative effect of a change in accounting principle, net (e)                          2,220                  -
                                                                                      ----------------    --------------           
   Income before cumulative effect of a change in accounting principle                     23,214             16,798
   
   Adjustments to reconcile net income before cumulative effect of a
   change in accounting principle to cash flows from operating activities:
     Depreciation and amortization                                                         20,138             20,269
     Working capital decrease excluding cash and cash equivalents                          13,561              1,057
     Increase in income tax receivable (d)                                               (11,083)                 -
   Other, net                                                                               3,331             (2,580)
                                                                                      ----------------    --------------           
     Net cash provided from operating activities                                           49,161             35,544
                                                                                      ----------------    --------------           
Cash flows from investing activities:
   Acquisition of business (f)                                                            (27,020)                 -
   Capital expenditures                                                                    (8,857)            (8,182)
   Proceeds from liquidation of investment                                                  4,216                  -
   Investments in joint ventures and nonmarketable securities                              (1,813)            (1,277)
   Restricted expended industrial revenue bond proceeds                                         -              1,741
                                                                                      ----------------    --------------
      Net cash used in investing activities                                               (33,474)            (7,718)
                                                                                      ----------------    --------------           
Cash flows from financing activities:
   Proceeds from borrowings                                                                42,033            100,099
   Repayments of long-term debt                                                           (37,767)           (31,164)
   Purchases of common stock                                                              (13,213)           (92,943)
   Dividends paid                                                                          (5,918)            (5,918)
   Proceeds from exercise of stock options                                                      -                445
                                                                                      ----------------    --------------
                                                                                       
      Net cash used in financing activities                                               (14,865)           (29,481)
                                                                                      ----------------    --------------
                                                                                         
Net effect of foreign exchange on cash                                                      1,829                568
                                                                                      ----------------    --------------
                                                                                         
Increase (decrease) in cash and cash equivalents                                            2,651             (1,087)
                                                                                      ----------------    --------------
                                                                                         
Cash and cash equivalents at end of period                                                $40,287           $ 29,498
                                                                                      ================    ==============

  Supplemental noncash disclosures due to change in accounting principle:
         Increase in property, plant and equipment                                        $(6,520)                 -
         Increase in accumulated depreciation                                               2,985                  -
         Increase in other noncurrent liabilities                                           7,020                  -
         Decrease in deferred tax liabilities                                              (1,265)                 -
                                                                                      ----------------    --------------
            Total                                                                         $ 2,220                  -
                                                                                      ================    ==============
</TABLE>


See accompanying notes to the consolidated financial statements following the
balance sheets.


<PAGE> 5

Albemarle Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands of dollars) (Unaudited)

<TABLE>

                                                               March 31               December 31
                                                                 2003                   2002 (a)
<S>                                                                <C>                       <C>
                                                         -------------------        -----------------
ASSETS
Cash and cash equivalents                                        $   40,287               $   37,636
Other current assets                                                384,066                  375,428
                                                         -------------------        -----------------
                                                         
   Total current assets                                             424,353                  413,064
                                                         -------------------        -----------------
                                                        
Property, plant and equipment                                     1,520,768                1,497,989
Less accumulated depreciation
   and amortization                                               1,004,535                  978,918
                                                         -------------------        -----------------
   Net property, plant and equipment                                516,233                  519,071

Other assets and intangibles                                        282,187                  260,821
                                                         -------------------        -----------------
                                                                 $1,222,773               $1,192,956
                                                         ===================        =================
                                                         
LIABILITIES &
SHAREHOLDERS' EQUITY
Current liabilities                                               $ 179,654                 $165,007  
Long-term debt                                                      184,408                  180,137
Other noncurrent liabilities                                        156,353                  147,082
Deferred income taxes                                               130,676                  128,849
Minority interest                                                     1,719                    2,141
Shareholders' equity                                                569,963                  569,740
                                                         -------------------        -----------------
                                                                 $1,222,773               $1,192,956
                                                         ===================        =================
</TABLE>


 Notes (in thousands except share amounts):

     (a)  Certain amounts in the accompanying  consolidated  financial 
          statements have been reclassified to conform to the current 
          presentation.

     (b)  Includes  foreign  exchange  transaction  gains of $61 and $791 for 
          the three-month periods ended March 31, 2003, and 2002, respectively.

     (c)  Special  charges for the first quarter  ended March 31, 2002,  totaled
          $850 ($541 after income taxes or one cent per diluted share) resulting
          from the  workforce  reduction  programs  at certain of the  Company's
          facilities.

     (d)  In March 2003,  the Company  recorded a  receivable  for an income tax
          refund  of  $11,083.  The  refund  related  to  the  Internal  Revenue
          Service's  examination of the Company's 1996 and 1997 tax returns. The
          net effect of the refund on the  Condensed  Consolidated  Statement of
          Income for the period  ended March 31,  2003  amounted to $7,092 or 17
          cents per diluted  share,  including  interest  $4,113  ($2,620  after
          income  taxes) and a refund of $6,970,  offset by, the  reversal  of a
          deferred tax asset previously recognized, totaling $2,498.

     (e)  On January 1, 2003,  the Company  implemented  Statement  of Financial
          Accounting   Standard  No.  143,   "Accounting  for  Asset  Retirement
          Obligations," which addresses  financial  accounting and reporting for
          obligations  associated  with the  retirement  of tangible  long-lived
          assets and the  associated  asset  retirement  costs.  The  cumulative
          effect  of the  change  in  accounting  principle  resulting  from the
          implementation  of the  standard  was $2,220 net of taxes of $1,265 or
          five cents per diluted share.

     (f)  On January 21, 2003,  Albemarle  acquired  Ethyl's fuel and  lubricant
          antioxidants working capital,  patents and other intellectual property
          for $27,020 in cash plus Albemarle will pay to Ethyl a total of $2,500
          in  additional  consideration  during  2003 if  Ethyl's  purchases  of
          antioxidant   products  from  Albemarle  and   Albemarle's   sales  of
          antioxidant  products to third parties for fuel and lubricant additive
          use meet certain  specified  performance  criteria.  The effect of the
          acquisition on 2003 earnings will be finalized  upon  completion of an
          external third party  valuation,  including  appropriate  amortization
          periods if any, of intellectual property acquired.